Filed Pursuant to Rule 424(b)(3)
Registration No. 333-106273
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 9, 2003)
$175,000,000
TRIARC COMPANIES, INC.
5% CONVERTIBLE NOTES DUE 2023 AND SHARES OF CLASS A
COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
__________________
This prospectus supplement supplements our prospectus dated July 9, 2003,
relating to the offer and resale by various selling securityholders of up to
$175,000,000 aggregate principal amount of our 5% Convertible Notes due 2023 and
shares of our Class A common stock into which the notes are convertible. This
prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus and the previous prospectus
supplements. This prospectus supplement is qualified by reference to the
prospectus, as supplemented, except to the extent that the information in this
prospectus supplement supersedes the information contained therein.
The information in the table contained under the heading "Selling
Securityholders" beginning on page 58 of the prospectus is hereby amended by
adding the information below with respect to persons not previously listed in
the prospectus or any supplements thereto and by superseding the information
with respect to persons previously listed in the prospectus or any supplements
thereto that are listed below:
NUMBER OF SHARES
PRINCIPAL AMOUNT OF CLASS A
OF NOTES COMMON STOCK
BENEFICIALLY BENEFICIALLY
OWNED AND OFFERED OWNED AND OFFERED
SELLING SECURITYHOLDER HEREBY($) HEREBY(1)
--------------------------------------------------------------------- ----------------- -----------------
AIG DKR SoundShore Holdings Ltd. .................................... 3,444,000 86,100
AIG DKR SoundShore Opportunity Holding Fund Ltd. .................... 2,519,000 62,975
AIG DKR SoundShore Strategic Holding Fund Ltd. ...................... 1,287,000 32,175
CQS Convertible & Quantitative Strategies Master Fund Limited........ 2,500,000 62,500
UBS O'Connor LLC F/B/O O'Connor Global Convertible Arbitrage
Master Ltd. .................................................... 250,000 6,250
Xavex - Convertible Arbitrage 7 Fund c/o TQA Investors LLC........... 1,000,000 25,000
------------------------------------
(1) Includes shares of Class A common stock issuable upon conversion of the
notes, and assumes a conversion rate of 25 shares per $1,000 principal
amount of the notes, which conversion rate is subject to adjustment as
described under "Description of the Notes--Conversion of Notes" in the
prospectus. Accordingly, the number of shares of Class A common stock
issuable upon conversion of the notes may increase or decrease from
time to time. Under the terms of the indenture, we will not issue
fractional shares of Class A common stock upon conversion of the notes
and, in lieu thereof, will pay cash.
_______________
INVESTING IN THE SECURITIES OFFERED BY THE PROSPECTUS AND THIS PROSPECTUS
SUPPLEMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 10 OF THE
PROSPECTUS.
_______________
Neither the Securities and Exchange Commission, nor any state securities
commission, has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the prospectus. Any
representation to the contrary is a criminal offense.
THIS PROSPECTUS SUPPLEMENT IS DATED AUGUST 6, 2003